Nassau Broadcasting Corp – IPO: ‘RW’ on 8/21/00

On:  Monday, 8/21/00, at 5:31pm ET   ·   As of:  8/22/00   ·   Accession #:  950172-0-1493   ·   File #:  333-36634

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Initial Public Offering (IPO):  Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Registration Withdrawal Request                        2±     8K 


[Nassau Broadcasting Corporation letterhead]    

       August 21, 2000

Securities and Exchange Commission                                              
Division of Corporate Finance                                                   
450 Fifth Street, N.W.                                                          
Washington, D.C.  20549                                                         

Via Edgar Transmission                                                          

Re: Nassau Broadcasting Corporation     
(File No. 333-36634)            

Ladies and Gentlemen:                                                           

Nassau Broadcasting Corporation (the "Company"), hereby 
requests pursuant to Rule 477 of Regulation C of the Securities Act of          
1933, as amended, to withdraw from registration the registration statement      
on Form S-1, including all amendments and exhibits thereto (Registration        
Statement No. 333-36634) (the "Registration Statement"), filed by the           
Company with the Securities and Exchange Commission (the "Commission") on       
May 9, 2000 and amended on June 28, 2000, July 7, 2000 and July 24, 2000.       
The Registration Statement is being withdrawn because of unfavorable market     
conditions. The Registration Statement was not declared effective by the        
Commission and none of the Company's securities were sold pursuant to the       
Registration Statement.                                                         

The Company requests that the Commission consent to this
application on the grounds that the withdrawal of the Registration              
Statement is consistent with the public interest and the protection of          
investors, as contemplated by paragraph (a) of Rule 477.                        

  In addition, the Company hereby withdraws the Registration
Statement on Form 8-A that it originally filed with the Commission on July      
28, 2000, and amended on July 31, 2000, with respect to its Class A Common      
Stock.                                                                          

Please provide the Company a facsimile copy of the order
consenting to the withdrawal of the Registration Statement as soon as it is     
available. The facsimile number of the Company is (609) 452-6017. Please        
also send a copy to our counsel, Phyllis G. Korff of Skadden, Arps, Slate,      
Meagher & Flom LLP. Her fax number is (917) 777-2694                            

If you have any questions regarding this request for    
withdrawal, please contact Ms. Korff at (212) 735-2694.                         

Sincerely,          

       By: /s/ Michael S. Libretti
Michael S. Libretti 
     Executive Vice President,
               Operations and Finance,
                Chief Financial Officer and Director

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘RW’ Filing		Date		Other Filings
Filed as of:		8/22/00
Filed on:		8/21/00
		7/31/00		8-A12B
		7/28/00		8-A12B
		7/24/00
		7/7/00
		6/28/00		S-1/A
		5/9/00		S-1
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